SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LYONS GARY A

(Last) (First) (Middle)
NEUROCRINE BIOSCIENCES, INC.
12780 EL CAMINO REAL

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEUROCRINE BIOSCIENCES INC [ NBIX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/11/2015
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/10/2015 M 7,500 A $4.76 298,062(1) D
Common Stock 02/10/2015 F 996 D $35.83 297,066(1)(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $4.76 02/10/2015 M 7,500 06/28/2008 05/28/2015 Common Stock 7,500 $0 0 D
Explanation of Responses:
1. The share issuance reported on Table I reflects shares issued upon the exercise of options granted on May 28, 2008, which, if unexercised, would have expired May 28, 2015. The option exercises are reported on Table II. These option exercises were pursuant to a net issuance arrangement effected under the issuer's equity incentive plan. The number of shares issued pursuant to the net issuance arrangement was calculated as follows: the option exercise price ($4.76) was subtracted from the February 10, 2015 market close price ($35.83) and this net amount ($31.07) was then multiplied by the number of options (7,500), with the resulting amount then divided by the market close price to result in a net issuance of 6,504 shares to the optionee. The 996 shares underlying the remaining portion of the options are not available for reissuance, and no shares are sold into the market as part of the exercise in connection with a net issuance program.
2. This Form 4/A is being filed to attach the Power of Attorney which was inadvertently ommitted at filing of the Form 4.
Remarks:
Darin Lippoldt, By Power of Attorney 02/11/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE





 The undersigned, as an Officer of Neurocrine Biosciences, Inc. (the "Corporation"),

hereby constitutes and appoints, jointly and severally Kevin C. Gorman, Timothy P. Coughlin

and Darin Lippoldt, each of them, the undersigned's true and lawful attorney-in-fact and agent,

each with the power of substitution for her in any and all capacities to complete and execute such

Forms 144, advisable pursuant to Rule 144 promulgated under the Securities Act of 1933 (as

amended) and Forms 3, 4, and 5 advisable pursuant to section 16 of the Securities Exchange Act

of 1934, and other forms as such attorney shall in his or her discretion determine to be required

by the rules and regulations promulgated thereunder, or any successor laws and regulations, as a

consequence of the undersigned's ownership, acquisition or disposition of securities of the

Corporation, and to do all acts necessary in order to file such forms with the Securities and

Exchange Commission, any securities exchange or national association, the Corporation and

such other person or agency as the attorney shall deem appropriate.  The undersigned hereby

ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by

virtue hereof.



 This Limited Power of Attorney is executed at San Diego, California, as of the date set

forth below.





       __________________________________

       (Signature) Gary A. Lyons



      Date:  2/3/15